Origin of the Mechanids
by Sonatawind
Summary: It is unsure where the mechanids came from... the only answer they have lies in the tale that many consider a myth. The tale of the creation of a goddess who prevented a terrible fate for an entire species.
1. Prologue

Mechanids. One of our world's most fascinating species. They're very much like huminids in appearance and nature but have so much more to them. They posses incredible abilities, from super speed to being able to soar through the sky. Every last one has abilities special to them, along with names of their type that their mechanics known, as forklifts, can tell by just looking at the special engines they have in their backs.

How they do all this… is baffling. Everything about them is baffling. No one has any idea how they came to be they just… did. They just began existing…

There was basically no answer… save one.

In old stories and legends, it is told that the mechanids are descendants of living machines that once roamed our world many centuries ago. Creatures who lived side by side with the huminids and helped them in tasks they couldn't do. Tasks that mechanids do today as well. As for what happened to these living machines… the only answer they have is a story.

A story that has been considered by many as a myth… but some believe it to be true.

Proven or not, it is the only answer the world has of where the mechanids came from. If you care to listen… I can tell you about this myth.

A myth that tells of a war, rewritten laws, gods, goddesses, protectors, and special bonds.

This is tale of the creation of goddess who prevented a terrible fate for the living machines.

The goddess known… as the Law of Remembrance.


	2. The Drums of War

The sounds of bullets filled the air. War was at hand in the skies above.

Corsairs, F/A-18 superhornets, supermarine spitifires, war planes of all sorts flew left and right, trying to take out their enemies but to no avail. Even if they had landed hits it didn't seem to slow them down. They just came right on back with no mercy.

The planes didn't want to fight this fight, but they knew they had no choice. They had to protect what was left of their dying species. Even if it meant they died for the sake of others.

"They just keep coming!" a superhornet shouted, diving down to avoid a bullet that was shot at it. "I don't think we can keep this up much longer!"

"Keep fighting!" a corsair shouted back. "We can't let them past this point, the refugee hangars are at stake here!"

The other planes shouted in agreement. "YES SIR!"

The corsair scanned the skies, looking towards their enemies.

He had been through many battles but this… this was one he never imagined himself fighting. He was used to fighting any plane or any other machine for that matter… least… those that were full grown… not adolescent planes. Not adolescent huminids that were fighting by their side.

_Why is this happening…? _He thought, asking the question for what felt like the hundredth time.

He knew he wouldn't be finding an answer anytime soon but he knew one thing for sure… there was another power at work here. Despite being young, these planes were as strong as any seasoned fighter. Their aim was killer and their speeds unimaginable. The huminids that fought with them were the same in their own way and with their own weapons. It was like some sort of magic had been given to them that allowed them to be able to do all these things. He could accept that… he just wondered why they were doing this. Why they were suddenly blood and oil thirsty.

_As it pains me to have to fight them… I can't let them kill anymore machines or huminids… I'll fight till my last breath…_

He saw a plane coming right at him. He took aim, firing bullets at it, it doing the same in return. He cringed as he felt some bullets scathe his side. He heard a screech from the one he had fired at. It veered off to the side, smoke coming from where its engine was.

_Finally, we're getting somewhere._

"I wouldn't get so confident just yet, machine."

He looked to the side to see a girl who was hanging off a helicopter with a rifle pointed at him. She was dressed in what one could describe was a mix between a battle garb and dress that was various shades of green.

She smirked at him. "This is the only the beginning."

He growled. "What do you want from us?"

The girl laughed. "The one thing no one else can give us… Power… Control…" She fired the rifle. "DEATH!"

The corsair gasped, feeling the bullet pierce through his side. He was glad it didn't hit his engine but he knew he wasn't going to be able to stay in the air much longer. She had hit inner hydraulic pipes. He could feel the fluid already beginning to leak out.

"CAPTAIN!" a plane shouted.

"Don't worry about me!" the corsair barked. "Worry about yourselves!"

"Sir! As much as I hate to say it but we need to retreat! This is a lost cause!" another plane shouted. "There's no use to this fight."

"No!"

The enemies all laughed.

"You should listen to your soldiers, captain." the girl with the rifle laughed. "It truly is a lost cause… just accept your fate, you're all going to die eventually… every last one."

"No… I'll never give up… not to you!"

He fired at the girl and helicopter, landing a few hits.

The girl growled, firing back, only landing hits on his tail. The corsair cried out, veering around the girl and helicopter.

The girl looked at him carefully, taking note of the insignia that was imprinted by his propeller. It was a piston with two wrenches crossed below it.

"A Jolly Wrench…" she commented, looking at the rest of his decals, smiling as she recognized them. "And not just any. Ladies, we're in the presence of one of their greatest captains."

The enemies all looked towards the corsair, grinning at him.

"Who? Who is it Brookie?" the helicopter asked.

Brooke chuckled. "Captain Jericho Riley."

Jericho's eyes narrowed. "What of it?"

"Oh don't even start. You've lead many squadrons to victory and now look where you are… fighting a bunch of adolescent female machines and huminids. My how the mighty fall."

He growled at them. "You're not like any huminids or machines I've ever seen… You're far from the definition of what those terms mean… You're blood and oil thirsty murderers… practically monsters as this point." He looked at all of them. "I've been meaning to find answers… if you dare to answer me… Just what are you now?"

Brooke smirked.

"We're Magical Girls… Puella Magi!"

_Puella Magi…? I've never heard of such a thing… Sounds like something out of fairytales… but this isn't quite how I remember Magical Girls are supposed to be… Well that's two questions answered…. What they are… and why every last one of them has been female._

He shuddered as he remembered the other females they had shot down in the past. It was terrifying hearing all their screams.

"Alright… least you were decent enough to answer that question… Then tell me this… Why are you so obsessed with killing everyone?"

The helicopter that was carrying Brooke sneered. "Because… as the old saying goes… misery enjoys company… It is our fate too… but it is so much worse than any of you will ever experience."

_What…?_

"The world doesn't know us… Our families heh they all have the same reactions… Freaks… Possessed… Devil children… They want to believe we're all evil… We might as well become a self fulfilling prophecy."

Jericho growled. "No! It doesn't have to be like-"

A plane shot at his wing, silencing him.

"You don't understand… we're under different rules now. Rules that are far beyond your comprehension, captain."

Jericho held back a scream through clenched teeth, trying to ignore the pain in his wing.

"We'll eventually end up becoming the embodiment of curses in time, so we might as well just start being it now."

The plane looked to Brooke. "Shall we kill him and his squadron?"

Brooke thought for a moment before shaking her head. "No… let's have them head back to their little refugee hangars. Send out a message to all those in hiding that we're coming for them."

Jericho glared at her. "I'd rather die in exchange you leave them alone."

"That wouldn't be enough." Brooke scoffed. "Besides… killing you isn't fun. Having you suffer… that's more entertaining."

He growled. "Magical Girl seems so unfitting for someone like you…"

She growled back. "You're wrong! We're worthy of that title… Think about it this way… You've shot at me and my friend here how many times? Yet you see we're still alive… in fact.." She showed one of her injuries as it was healing. "You can't kill us!"

Jericho's eyes widened in horror at the sight. It explained every last battle… why they almost seemed to never end. He felt his drive to fight dying as he saw the injury completely fade.

_I can't keep my squadron here any longer… I'll just have us all die to invincible enemies… I can't allow that…_

He closed his eyes, signing shakily.

"Wrenches… retreat…"

"What!?"

"You're kidding us!" One exclaimed dodging a bullet from a younger plane. "We can still win this-"

"THAT'S AN ORDER FROM YOUR CAPTAIN! REPORT BACK TO THE HANGARS, NOW!"

There was a few sighs and complaints but they complied, flying back to the refugee hangeas, secretly relieved to be away from the girls who were causing so much mayhem, partially angry that they couldn't defeat them.

Jericho banked around again, stealing one last look at Brooke.

_This battle is theirs… but we will find a way to fight back… everything has a weakness… we just need to find it._

He looked away, following after his squadron.

"Pheh, I know that look he had on his face, he thinks there's still a way to win." the helicopter scoffed. "He's out of luck there."

Brooke giggled. "Oh yes my friend… They don't know the one place they could've hit… snd let's keep it that way." She said as she adjusted the headdress she wore that possessed a shining gem in the center. _After all… They haven't made the connection that the gems we wear aren't simply decoration or part of our forces look…_

The girls all shared a cheer of victory before heading off to their base, leaving the squadron they had defeated time to flee and return to the refugee hangars.

Jericho sighed as he joined his squadron, looking at all of them with sympathy.

"I'm sorry for what has happened today for all of us… but I couldn't risk them killing more of us… We've already lost enough as it were… the refugee hangars still need at least some protectors still standing."

"We understand, sir." a plane answered. "This is just humiliating…"

"I know… Right now we need to return to base and get repaired then some how prepare for this invasion… for now… my orders for all of you after you've been fixed up… spend time with whatever family you have in the hangars… for I think we might not have much time left with them…"

"Yes sir…" one murmured. "I… I need to see my daughter at least one last time…"

"This is hopeless…" another growled. "I shot one right in the head and she just got back up!"

Jericho closed his eyes. "We'll discuss the battle when we are all rested. Maybe we'll find something, I know for fact I saw some go down… there has to be a weakness… there just has to be… we can't give up… if we do… What hope does any machine have left?"

"Like we've had any as of late." a supermarine spitfire commented. "Not only has this war been waging on all of us, but we've had many fall ill and end up dying… Jericho, what hope could there possibly be for any machine in the state we're in? Let's face it… we're…"

"Don't. Say it." Jericho growled. "I so much as hear that sentence I'll bend your propeller into a pretzel."

The soldier scoffed. "I'm gonna say it anyway. WE'RE SCREWED!"

"Bent prop for you then." Jericho looked to his other soldiers. "I don't want to hear anything else from all of you till we're at the planning meeting. Understood?"

The soldiers all gave a chorus of "Yes sir."

"Good… now come on…" He looked forward to see the sight of many hangars in a valley, all circled about a formation of land that was shaped like an airplane. "Propwash Junction is waiting for us."

"Sir yes sir."

He gave orders for his squadron to land before him, he wanted to do one last check around the area to be sure none of these Magical Girls had decided to come early. He banked around the valley, seeing no sign of them. Relief washed over him as he started making his way for the runway. Soon as he was on the ground, forklift medics came rushing over, beginning treatment on his injuries. He was glad for the pain to leave… but his worry still remained.

_They'll come when they want… we need to be ready…_

He closed his eyes, letting himself drift a little as he was lead to a hangar to rest.

_Whatever it takes… we will find a way to defeat them…_


	3. Chase

The morning light trickled gently into the room. The occupant in said room, mumbled in their sleep when the light hit their face, rolling over, curling up as tightly as they could.

"No… S'not mornin'..." The occupant muttered, huddling back under the blankets.

There was a voice chuckling and before they realized it, they had someone nudging them in the back.

"C'mon hon' time to get up and get out of that bed."

"Noooo…. It's too early…" The person, a young girl of about 14 whined a little as she sat up, yawning loudly.

The person who had roused her, a blue and white crop duster plane, chuckled at her. "C'mon Clara, the sooner you help me out there the sooner you can take a nap later… In the sun… Maybe in the grass during noon…"

That temptation was enough to rouse young Clara from her bed as she got up, shaking her head quickly, trying to wake herself up more. "I'll be out in a bit…" She mumbled, running a hand through her long brown hair, trying to get it in check. "Promise Ben…"

Benjamin "Ben" Crophopper smiled, shaking his nose a bit at the girl. "Of course kiddo…" He wheeled out of her room as she closed the door.

Inside, Clara looked at herself in the mirror, exhausted but willing to work. She took a moment to study her features. Pale skin that was getting a tan from the hours spent working in the sun, long light brown hair that hung around her waist and her eyes… The strangest thing about her she decided. A piercing red that could look innocent one second and fierce the next.

She sighed as she braided her hair, tying it with an icy blue ribbon before donning her work clothes. Off work she preferred dresses, the lighter and more comfortable the better. For work, she wore a long sleeved cotton shirt and tan slacks with her work boots. Clothes she didn't mind getting dirty.

Once she was ready, she smiled and grabbed her favorite hair clip, pinning some of her bangs to the side before running out of her room and outside to the fields, stopping midway to grab a bucket of feed.

_I do love it out here… I just hate waking up so early! _

It was barely dawn, the air was still cool and the sun hadn't fully risen yet to provide its warmth. She heard a whistle as she looked up to see Ben flying over.

"Look who rolled outta bed finally!" He joked as she broke into a run to keep up with her friend.

"Says the shepherd who sleeps like the dead!" She shot back giggling. Now that they were both outside it was time to work.

Ben chuckled. "I like my sleep, so I just keep sleeping."

He blew his whistle again and within moments of herd of sheep came running in, following right behind Ben and Clara. Clara ran beside the sheep, giggling as they made their way across the fields to one of the more open pastures where the sheep could graze in peace. Away from all the noise of the town.

After they arrived at their spot, Ben banked around, making a landing, checking on some of the sheep with Clara to be sure they were healthy and none of them were sick. Thankfully none were and no injuries to report of either.

Ben sighed in relief. "With all that's been going on been worrying that some of the sheep might get caught in some of the cross fire."

Clara nodded. "But the fights haven't gotten that close have they? As far as I've heard most of the combat taken place outside the borders."

"Yeah but that doesn't mean the possibility of there being leaks, plus our pastures are close to the borders so…" Ben sighed. "I'll be honest… I'm really hating this war going on…"

"I think everyone does." Clara sat on one of his wings, looking up at the sky. "Machine and huminid… it's just been awful."

Ben closed his eyes. "A war… and machines dropping like flies because of illnesses that seem to be popping out of nowhere… What the heck has happened to our world?"

"That's something everyone wants to know." Clara sighed. "There's just no answers at the moment."

"Yep…"

The two sat in silence before going back to work. Ben being sure all the sheep were accounted for and Clara spreading out some feed for them to eat. Afterward when the sun had finally started to come out they took time to enjoy its rays and the warmth they gave.

"Ah that feels nice…" Clara sighed happily as she lied down in the grass.

Ben chuckled, nodding slightly in a agreement. He closed his eyes, feeling the heat sink into his carbonfiber body.

_It's nice and quiet too… moments like these are treasured in times like this…_

There was the sound of whirring blades that interrupted their quiet. They looked up to a see deep purple blue and white helicopter flying in. Ben smiled as he recognized who it was.

"Ah! Good morning Homura! Glad to see you!" he called out.

Homura gave a shy smile as she made a landing by them. "I-I decided to come out for some air… W-Was feeling a lot better today so I thought I'd come see you guys… and the sheep."

Ben's look softened. "That's right you've had the bug that's been hitting all the machines, glad you're doing so much better."

She nodded. "Y-Yes… just glad to be alive."

Clara smiled getting up. "And we're glad you're alive too hon'. Thanks for dropping by."

"Y-You're welcome… Are the sheep doing alright?"

"Yep, no problems to report of at the moment, thankfully."

"Good… Did… Did you two hear what happened yesterday?"

Ben narrowed his eyes. "Would be surprised if no one knew. The gun shots could be heard from miles away."

Clara nodded, frowning. "Yeah, it's been nuts… We stayed inside most of the day once the gunshots started going off… Didn't wanna possibly et hit…"

Homura shivered a little. "It's awful how close they're getting… Jericho looked terrible when he came home with his squadron all shot up and bleeding…"

Ben cringed a little. "Yeah saw that. My friend, Goose, one of the superhornets of the squadron, was pretty banged up too, but he made it through luckily."

"It's been rough on everyone…" Clara brought her arms around herself, looking to the sky, half expecting to see more than the usual bird like smaller planes. "Keep looking out my window expecting bullets to come raining down… I heard there was other huminids with some of the enemies… Is that true?"

"Goose said it was true and the scarier part… they're all in their adolescent years. Not a single adult among them… and they're invincible. Jericho saw one of them heal right before his eyes."

Homura's eyes widened in horror. "B-But then… w-what do we do…? If they can't be beaten…"

Ben gave a bit of a reassuring look. "Well… maybe not entirely invisible. One other thing that was mentioned was some of them did go down and STAYED down but they're not sure why."

Clara shuddered. "Either way it's scary to think kids like me and Homura could do something that… evil… It's wrong!"

"Have they found out the motives?" Homura asked.

"Kind of…" Ben glanced at the ground. "Jericho wasn't entirely sure but the best he could put it… They've lost their minds… He talked about how one of them stated and he quotes: "We'll eventually end up becoming the embodiment of curses in time, so we might as well just start being it now." He's not sure what to make of it… but they aren't huminid anymore… they made that clear. They call themselves Puella Magi or Magical Girls if you prefer english."

"Magical girls?" Both echoed confusion coming onto their faces.

"Magic… They're using actual magic!?"

"It would seem so. Goose spoke of one of the huminids using a bow that had unlimited arrows that had a glow around them and the healing process Jericho saw screamed magic." Ben closed his eyes. "I know we've been taught that there is other higher powers in our world but… I never thought that… something like this actually existed."

Homura got a worried look. "You would think something like Magical Girl would be something of good… not this…"

Clara gulped. "It sounds like something twisted… Like describing an evil witch instead of young girls with powers…"

"The world we live in…" Ben sighed, looking towards the direction the fight had taken place. "It's falling apart… I'm worried for both huminids and machines…"

Homura gazed at the ground. "I keep hearing these awful rumors about the machine race being the first to die out… with all that's happening..." she sniffled a little. "What… What if…?"

Ben rolled over to Homura, nuzzling her gently. "Shhh…."

Homura closed her eyes, nuzzling back. "Ben… I'm scared…"

"We all are…"

"But… But we'll be okay… We all will…" Clara tried to reassure Homura, placing a hand on her side. "Just gotta have faith… It'll all work out."

Homura nodded, sniffling a little. "I just hope it's soon…"

"Yeah…" Ben looked off to the distance again, eyes narrowing.

_May the gods and goddesses above help us…_

* * *

><p>After taking time to calm down, Ben, Clara and Homura turned their attention back to the sheep, trying to get their minds off the war. Homura and Clara decided to go exploring out the outer parts of the pasture, seeing all the wildlife and sometimes interacting with them if it was safe.<p>

They were currently playing with the local horses that lived around Propwash Junction. Homura giggled as one of them nuzzled her nose.

"T-That tickles!"

Clara giggled. "They sure like you Homura-Hey!" She squeaked when one tried to take a bite out of her braid. "No! That's not food!"

Homura laughed. "The horse seems to think otherwise!"

"Yeah tell me about it!" She laughed, pulling her hair loose, losing the ribbon as it fell out of shape. "And there goes another hair ribbon… Swear these horses are hoarding them somewhere!"

Another horse nuzzled Homura, keeping close to her.

Homura giggled nuzzling back. "Good boy…" she whispered.

The horse whinnied a little, nuzzling more.

Homura closed her eyes, enjoying the moment… then something caught their attention… or rather something had caught the horses attention. They were all looking at something off in the distance and the girls weren't really sure what.

Homura nervously followed their gaze. "I-Is there something in the sky?"

Clara gulped following their gaze before scanning the skies. Her eyes widened as she realized what it was. "Squadrons… Squadrons flying over head…"

Homura's eyes shrunk. "Oh no…"

There was a loud whinnie heard off in the distance. The girls turned their attention away from the squadron toward the sound and on the horizon they could see someone riding on a white horse… being pursued by a plane. A small F/A -18 superhornet to be precise.

"HELP!" she cried out. "SOMEONE! ANYBODY!"

The plane sneered, firing at the girl. Her horse picked up its pace, avoiding the bullets to the best of it ability.

Homura gasped. "What do we do Clara?"

"I-I don't know… Those planes are born to kill even if they aren't part of the enemy's side…" She swallowed hard. "I know what they're capable of… But that doesn't mean we can let them take someone else out!" _Not if I can help it… Not after what happened to my mom and dad…_ She picked up a fallen branch and growled. "Let's get 'em!"

Homura nodded, making some distance between her and the horses before she flew into the air. "R-Right!"

Clara nodded, breaking into a run. "HEY YOU! Ugly!" She screamed at the superhornet. "Yeah you! Why not pick on someone your own size!? Or better yet… Pick on someone who doesn't rely on magic!"

The superhornet growled, switching targets. "WHY YOU-!"

She gulped before breaking into a run. "You don't scare me! You're just a kid like me. A STUPID ONE TOO! Didn't your mom teach ya not to play with guns!? You'll shoot your eye out!"

_I… Am… SCREWED!_

Homura gulped and went to the girl on the horse, keeping up with her. "You okay?"

The girl nodded. "Yes… I'm more worried for your friend there."

"Clara'll be fine… But I better go make sure she hasn't gotten shot at yet… She has a habit of running her mouth when she's good and mad." Homura gave a quick nod before flying after the other girl.

The girl watched as Homura chased after the plane and Clara. Her eyes narrowed.

"So this is how bad it is…" she whispered.

Clara was backed up against a tree the superhornet closing in. "Uh… Can we talk about this?"

"No." They took aim.

WHAM!

And missed when Homura took a chance to ram into them. "How about you get away!?"

The superhornet growled, turning its attention to her. "Fine, I'll settle for you." It ready its guns at Homura.

Homura gasped but didn't move back. She was terrified but she wouldn't let it hurt her friend either. "Alright… Go ahead… Do it…"

"Homura no-!"

CRACK!

The superhornet gasped, its engine stopping causing the plane to fall right to the ground. Homura and Clara looked to see an arrow embedded into the superhornet's helmet where a gem once was.

"Oh my gosh…" Homura landed looking at it. "I… Is it even still alive..?"

Clara gulped. "... I ain't touching it... " _Who the heck fired the shot!?_

Homura looked over to the girl on the horse to see she was holding a bow in her hands, making her way towards them. The girl dismounted, going over to the superhornet… whose paint job faded away back to a plain grey. The girl knelt beside it, stroking its head.

"I'm so sorry…" she whispered. "But I couldn't let you make others suffer…"

"So… They're gone…" Homura murmured, it was shocking. Neither had seen a plane go down before.

Clara frowned keeping quiet. _I wanna say it deserved it, one of it's kind killed my parents… But… It… She… Was a kid too…_ "I'm just gonna say rest in peace…"

"She will… don't worry. She was just in pain… now she's free."

"Good…." Homura nodded.

"So… That's what does it… A shot to the head…?"

The girl shrugged. "I'm not exactly sure… Some do go down with head shots but it's not guaranteed… Fortunately this time around it was…" She looked over to Homura. "Couldn't let her kill you."

"Thank you… Seriously… Th-Thank you… I'm H-Homura… That's Clara." She said gesturing to the huminid beside her.

"Yeah… I think we'd be the next casualties if you hadn't stepped in."

The girl nodded. "It's nice to meet both of you… I'm Madoka."

"Madoka…" Homura echoed. She looked Madoka over carefully, taking in her features… she wasn't exactly something she had seen before… well least for a huminid. Unlike most of the folks in Propwash she was dressed rather nicely in a white and pink tunic with tan pants and boots. The neckline of the tunic was decorated with small pink and red gems that met at one big one that lied on the center of her chest.

Madoka smiled. "Yes, I was passing through when I ran into that superhornet and well… the rest is history."

Homura's eyes got wide. "P-Passing through!?"

Madoka titled her head. "Is something wrong…?"

"Wrong!?" Clara yelled. "Are you absolutely INSANE!?"

Madoka had a confused look before it clicked in her head. "Oh right… yes, I took a big risk traveling, but I came here since I heard that the refugee hangars were in danger. I was sent here from another refugee camp in Rockflew to bring some supplies. I volunteered to come here just so you know."

Clara's eyes were wide. "So… You volunteered basically as huminid tribute… Cause if they-" She gestured to the body of the zuperhornet. "Had their whole fleet you'd be swiss cheese right about now."

"I knew the risks but I did it anyway and I've learned how to work around them."

Homura's eyes went wider. "You mean… you've done this more than ONCE?"

Madoka nodded. "One of the most reliable delivery girls."

"W-Wow…"

Clara slowly shook her head. "You're insane. You are absolutely positively INSANE!"

"If it means helping people then I'll do it… especially the machines." She looked to her horse. "I brought medicine for the sick and injured since I heard it was really bad around here."

"Yeah… We got more machines buried than we do living… Huminids too…" Clara murmured looking to Homura. "Actually… You met on of the survivors of it."

"Well... surviving it… Still getting over it…" She murmured.

"I see…" Madoka said, eyes narrowed. "It's best we don't stay here longer, we need to get to the hangars. You two go back and report what has happened." Madoka looked over to the superhornet. "I'll take of her."

"Alright that much we can do." Clara nodded before starting to walk off. "C'mon Homura, 'sides it's getting dark… Ben would have a whole new flock of sheep if I stayed out past curfew."

Homura followed her. "Well there was that time…"

"Hey!"

Madoka giggled as she watched the two girls banter as they departed. Soon as they were far away she turned her attention to the superhornet. She knelt down again, passing her hand over the place where the gem had been. She noted a name that had been written on the helmet.

_Dawn…_

She closed her eyes.

"Machina… may you take Dawn into your arms and bring her home… May she be freed from the pain that she had in this life caused by that forsaken contract…"

A pale blue glow came around Dawn as she slowly faded away from Madoka, glowing gears taking her place, floating up to the skies above. Madoka watched as they faded from sight before standing up and getting back on her horse and started making her way for the hangars.

_It's worse than I thought… _

Determination came into her eyes.

_But I will find the way to end this… once and for all… before more lives are taken._


	4. Contract

"It actually went down?" Jericho asked, astonished as the girls finished their report.

Clara and Homura nodded.

"Just in seconds…"

Jericho paced a little as he thought over the report. He was completely baffled at the fact it was an ARROW that took it an out. AN ARROW. Not a bullet, but a standard ARROW. It didn't make sense to him. Then again, nothing had been making sense as of late.

"Is there anything else I should know?"

Clara shook her head. "I don't think so… Homura?"

"No sir!"

"Alright."

He looked over to see Madoka riding in over to the clinic, dropping off supplies to the medics inside.

"Is that the girl you mentioned?" he asked, keeping his eyes locked on her.

"Yessir!" Clara said. "She was the one."

"Yeah!" Homura nodded. "She's nice.."

"I see… I think I've heard enough. You two are dismissed."

Both gave a nod before taking off, meeting with Ben as he rolled up. Ben immediately met Clara with a nuzzle as his form of an embrace.

"Don't scare me like that!"

Clara brought her arms around him, nuzzling back. "Sorry… Didn't mean to. I'm fine though…"

"Good… I wouldn't be able to stand losing you…"

"The same could be said for you… Can we go home now…?"

"Of course." Ben said, scooping her up on to his wing. "You've earned some rest."

Clara smiled, laying down on his wing, closing her eyes. "Thanks Ben… You're the best…"

Ben smiled before rolling back to their hangar, leaving Homura by herself. She sighed as she started heading for hers.

"Homura!"

She looked to see Madoka heading her way, waving to her.

"O-Oh… hi Madoka.."

Madoka smiled. "Everything go okay with your leader?"

She nodded. "Y-yeah, he was just surprised and all… But he wasn't mad thankfully. Just stunned. Your delivery go okay?"

Madoka nodded. "The medics were happy to have more supplies for the sick so I say it was a success." She looked to the rest of the town. "So this is Propwash Junction…"

Homura nodded following her gaze. "Yup... It's small and right smack dab between all this crazy stuff… But it's home. Off the map too… So not many people move here… Unless needed… Keeps it safe."

"I see… Well… seems like a nice place… Bet it would be a lot better if there wasn't a war going on."

"We're in agreement then… But it's been this way for awhile…"

"Yeah… I've seen it all too…" Madoka stretched a little, yawning. "I better get some rest. Do you know where guests can stay?"

"Yeah! The Inn isn't too far from here, I can take you there." Homura replied smiling shyly. "I... I pass it all the time on the way home."

Madoka smiled. "That would be wonderful, thank you."

"Least I could do after what you did for us today." Homura smiled leading her to where it was. "The folks who run it are really nice."

"Good… seems everyone is nice here."

"Most folks are. There's some grouches but they're almost all with the Wrenches, so they tend to keep to themselves… Except for that bitter old man at the end of the runway…."

"Would that bitter old man be your leader by any chance?"

Homura laughed. "Hahaha! Yes! Yes it would be!" She giggled. "Jericho can be such a grump!"

Madoka giggled. "I see, I'll keep that in mind then if I ever meet-"

"Pardon?"

Both girls stopped short as they turned around to see the corsair right behind them, an unimpressed yet amused look on his face.

Homura gave a sheepish look. "I mean… You can be such a wonderful cheerful plane?"

"That's what I thought." He looked to Madoka. "Thank you for saving Clara and Homura, it means a lot to us."

Madoka gave a bow. "Anytime, sir."

Jericho looked at her carefully… he couldn't help but feel suspicious about her.

_She was able to take one out in one shot… She has to know something… it has to be more than just a lucky guess that she found the weak point._

He noted the gems on her tunic.

"Fancy gems."

Madoka gave a sheepish look. "They were a gift from my mother. They used to be necklace but then I had them sewn into the tunic so they wouldn't fall off."

"I see."

_I have to be sure…_

"Do you know anyone named Brooke?"

Madoka got a confused look. "No… I've never heard the name before. Why?"

Jericho could tell she wasn't faking. It was a sincere answer.

"Just curious… I won't trouble you any further… get some rest now…"

He rolled off back to hangar.

Madoka looked to Homura. "He seems a bit paranoid…"

Homura sighed, wishing she could give her an answer for that. "Honestly… I don't blame him for the paranoia but he knows you're nice… I even told him so myself… He's weird…"

"War can be stressful so his nerves are most likely shot… I feel bad for him… I know he's meant to fight but… still…"

"At least he's good… Rough around the edges but he's on our side."

Madoka nodded. "Right…" She looked around again… something catching her eye. She noticed a small white cat scurrying by… or least she thought it was a cat. She wished it was though. Her eyes narrowed as her mind came to the conclusion of what it actually was.

_Just had to follow me didn't you?_

The creature glanced to her and almost seemed to smirk despite it's unchanging expression as it scurried off into the woods.

Homura blinked seeing it run off. "I've never seen a cat like that… Weird…"

"Just ignore it." Madoka said bluntly. "You were showing me where the Inn was?"

"Oh! Right! Got distracted by Jericho." Homura grinned sheepishly before hurrying on their way, spotting the Inn. "There! That building with the sleeping plane painted on it!"

Madoka gave a bow, smiling. "Thank you, I'll see you around, Homura."

She gave a wave before walking into the Inn, leaving Homura by herself.

Homura smiled before heading on her own way home whistling a little. "She seems nice…" She said quietly to herself. _Wouldn't mind having another friend…_

Off in the shadows, the "cat" they had seen watched Homura head on home… plans were slowly forming in its head. If it could… it would be smiling as it looked all the young girls that were in Propwash Junction, both machine and huminid.

_Now just a matter of finding the right ones to make contracts with…_

* * *

><p>The next morning, an emergency lock down had been announced by Jericho. He was told by another squadron that the Puella Magi were on their way to Propwash Junction with full force. Everyone had to prepare for the worst.<p>

Ben and Clara worked quickly while they were out in the pasture, herding the sheep to the protected areas that had been made for them. Homura and Madoka had volunteered to be look outs as they did their work. Everything was working smoothly so far, but they were all tensed up.

Ben flew on over, leading more sheep in.

"Alright, one more set and we should be done." he said as he banked around.

The girls nodded, Clara hurrying to get the smaller of the sheep in. "C'mon…" She murmured, picking up one of the lambs looking at the skies in fear. _It's gonna be okay… It's got to…_

Homura and Madoka looked around, giving a signal saying all clear. Ben nodded, rounding up the last of the sheep and started leading them back to the safe area.

_Almost done… almost done… we can go inside after this…_

He saw the safe area come into view… before a bullet shrieked through the air and there was a searing pain in his wing.

"ACK!"

He lost his balance for a moment before regaining it. He looked down to the side to see a girl dressed in green holding a rifle, smirking at him. His eyes widened as he realized who she was.

_She's one of the Puella Magi!_

He looked to where the girls were calling out to them.

"CLARA! HOMURA! MADOKA! RUN!"

"What!?"

"C'mon let's go!" Madoka said as she and Homura started rushing for the hangar.

Clara stayed where she was before bolting for Ben.

_No way in heck…! I am not losing him too!_

Ben got a panicked look as he saw Clara heading towards him instead of the hangars. He tried giving out another warning before another bullet hit him, this time on his tail. He cried out, starting to go down. The girl that was firing at him smirked as she fired more shots, each one causing him to get weaker and weaker before he had to force himself to land.

It wasn't a smooth landing either. He hit the ground hard, his propeller getting bent and parts of his wings getting roughed up. He was relieved when he finally stopped moving but he was panting… hydraulic fluid was leaking from certain areas and he could taste it in his mouth as well. He coughed some up, wheezing as well.

The girl in the distance smiled, starting to make her way over to finish her work.

Clara didn't stop running until she got to his side tears in her eyes. "Ben… Oh my gosh…" She whispered horrified, she couldn't believe it was happening. _No… NO!_ She looked up seeing the girl and glared getting in her way. "St-Stay back!"

Ben looked at Clara, panicked. "No… Clara… don't!"

Clara glanced behind her at him. "Her kind murdered my parents. I'm not letting her murder you too!"

The girl was now in front of them.

"Aww… how cute. A little girl protecting a machine against someone like me. How precious."

Clara growled a little, keeping in front of Ben. "I'm protecting him because he's my family! Now… Get lost before I rough up that dress of yours." She threatened narrowing her eyes.

The girl raised her rifle. "Try me."

"She's not worth your time."

The girls looked to where the voice came from to find a cat like creature looking at them. The girl scoffed. "She's in my way."

"In your way?" Clara growled. "I oughta kill you!"

"Brooke, stand down… You have bigger enemies don't you?" The creature asked, tilting its head expression still the same.

Brooke narrowed her eyes growling a little. "Darn you… What the heck do you want, Kyubey?"

"That, is my business and mine alone. I can't share it sadly." Kyubey replied scratching his ear a little. "But look at her. A powerless huminid protecting a dying machine. Is she really worth the bullets and magic?"

Brooke growled before turning around. "Pheh… I got bigger worries like their leader… Hate it when you're right."

"I know." Was all it said.

Clara growled moving back over to Ben before her gaze fell falling to her knees. "Ben…"

Brooke left, not giving a care anymore. Ben looked at Clara, his eyes barely open. "C-Clara…"

She looked up tears running down her face. "I'm here…" She reached up gently touching his side. "I'm right here…"

He closed his eyes, giving a slight nuzzle, coughing a little. "She… She hit my engine… I…" He broke down into a coughing fit.

Clara sobbed a little. "I-It'll be okay… I-I'll go and find a doctor, a mechanic anything-"

"N-No, Clara…" he wheezed. "I… It would be too late… She hit the major parts… I'm… I'm not…."

"NO!" She screamed sobbing harder. "You can't DIE! I… I don't wanna be alone! Not again!"

Ben had tears sliding out as he gently nuzzled her. "I… I'm so…. so sorry…"

She nuzzled back sniffling. "Please don't go… Don't leave…" She pleaded quietly, whimpering a little.

He closed his eyes. "I'm trying…"

Clara sniffled, hiding her face in his side. "I love you… I love you so much… You've taken care of me since my folks passed… And I'm so grateful… And… Oh Ben just please…"

"Clara…"

She looked up. "H-Huh…?"

He smiled weakly. "I love you so much… I'm… I'm glad… we… we got to be so close… as…" he coughed a bit. "As family…"

She tried to smile back. "Like a second father… I was happy to tell people I was your kid… You mean so much to me…"

"And you to me… I'm so sorry…"

His eyes started to slide close again.

Clara's eyes widened. "No… No…" She whispered panicking as she jumped up shaking her head. "No, stay awake! Don't close your eyes!" She screamed. "Don't let go!"

Kyubey stepped forward, looking at Ben. "Clara Crophopper…" he said, looking towards her. "Would you be willing to give anything to save his life? Even trade your soul for it?"

She looked down at Kyubey nodding. "Yes…" She said, her voice cracking from grief. "I would do anything… Anything in the world if it meant he could live too… He… I can't lose him…"

"Then… I could do that for you, in exchange you devote your life to battling Wraiths and bringing hope to this world. All you have to do is make a contract with me and I can grant any wish you want, but only one."

Clara knelt before Kyubey a serious look in her eyes. "I will… I'll make the contract…" She looked to Ben, closing her eyes. "I wish… I wish for Ben to be completely healed… For him to live…"

Kyubey nodded, opening the flaps that hung from his head. Clara cringed, holding her chest as a small round blue colored energy came out of her.

"There…" Kyubey whispered. "The contract has been made… now, take hold of your new power."

Clara grasped the energy in both her hands as it glowed wildly, forcing her back as she fell to the ground beside the crop duster. It changed into a gem rimmed with gold and a small design on the top. "Thank you…" She whispered.

She looked to Ben… seeing his wounds fade away… seeing him return to a perfect state. He stirred a little, opening his eyes.

"H-Huh…?"

Clara stood shakily, leaning on his wing a little. "Hey sleepy head…" She said happy tears coming to her eyes. "Welcome back…"

"Clara…" Ben nuzzled her gently, feeling tears of his own. "I'm… I'm alive…"

She nuzzled back sighing in relief. "Yup… Don't ever scare me like that again…"

"I'll try…" he sighed in relief. "It's a miracle…"

Clara beamed, tucking the gem away into her pocket out of sight.

"Yeah…" She whispered. "... You could say it was."

"Clara! Ben!"

The two looked to see Homura and Madoka coming up.

"Look! He's okay Madoka!" Homura cheered.

Madoka smiled in relief… but that smile soon faded when her eyes landed on Kyubey.

Kyubey scratched his ear before starting to walk off, locking eyes with her for a moment.

"Yeah… You could say it was a lucky break." Clara said, trying to hide how drained the contract had made her feel. It took a lot of energy out of her.

Madoka nodded. "Excuse me…" she said as she followed Kyubey.

Homura looked at her confused before joining Ben and Clara, finding it might be best to leave Madoka on her own.

Soon as they were far enough to not be heard, Madoka and Kyubey stopped moving, staring at each other.

"You made a contract with her… didn't you?" she asked.

If Kyubey could have, he would have smirked. "Yes I did… She had the right level of despair after all… She could go for awhile on just the grief alone!"

Madoka sneered at him. "You just planted an illness bomb for the machines in Propwash! You know they're not built to handle- …. you know…"

"Of course... " He closed his eyes. "Who do you think contracted those new Puella Magi?"

Madoka's eyes narrowed. "You're purposefully… killing the machines… every last one… aren't you? … Why?"

"That… Is my business and my business alone… They do make rather fantastic Puella Magi… Endless killing machines but they often forget their war should of course be with the Wraiths… But they go after each other… It's… Such a show isn't it?"

"A think someone told them they would eventually become the embodiment of curses… a little white lie… Kyubey…"

"Now, now…" Kyubey hopped up onto a stump. "I don't lie, Madoka Kaname… I stretch the truth… There's a vast difference… After all… You call young females girls… So it only makes sense to call the self fulfilling prophecy that they are magical girls…"

Madoka was silent as she turned away from him. "Machina weeps for her creations… because of what you've done to them…" She glanced at him. "The world was so much different before you Incubators came...:"

"Need I remind you that if we hadn't came… You'd still be living in caves… Machines, of course believing huminids beneath them…. We improved the world from cultivating those wishes… You can't blame us for doing our jobs… Perhaps Machina should've made her creations less likely to be destroyed then…"

Madoka growled. "I'm wasting my time… I know I can't reason with you because you don't understand anything about emotions… be it huminid or machine… all you care about is your little task…"

"You try to talk reason, I'm being reasonable… The world is shifting once again… After all…" Kyubey started to walk off.

"Extinction happens to all species eventually…"


	5. A Deadly Secret

When Madoka had returned to the group, they headed straight for the hangars for cover, knowing that the other Puella Magi would be coming. They didn't want to risk anything. Madoka sat with Homura resting, keeping her eyes locked on Clara who was asleep on Ben's wing.

_I don't know what her contract was… all I know is she's unintentionally a danger now to the machines here… _Madoka lowered her head into her knees. _Darn it Kyubey… _

Homura opened an eye. "You okay?" She whispered.

Madoka was silent before shaking her head. "No… I'm really worried right now… about a lot of things…"

"Wanna talk about it…?"

Madoka looked over to Ben and Clara, being sure they were both fast asleep.

"Not around them… Follow me…"

Madoka got up, heading for one of the more empty parts of the hangar.

Homura followed, growing worried. _She looks so serious…_

Soon as they were in a spot where no one could hear them, Madoka sat down in front of Homura.

"Homura… There's a lot going on in our world… This war is probably the worst anyone machine or huminid has ever seen with it being everywhere…"

Homura frowned. "That's what I've been hearing… and mixed with how sick some of us have been getting… It's just awful…"

"It's all true though… I've seen it all… I worry for your race Homura…" Her eyes narrowed. "I need you to keep an eye out for something… Remember that white "cat" we saw earlier?"

"Yeah, it was creepy looking…" She shivered remembering it's gaze. "Like it could see into my soul…"

"That's because it does… His name is Kyubey."

"Kyubey…?"

"Yes… and he isn't a cat…" Madoka's expression got very serious. "Homura, this is very heavy information… you have to promise not to tell anyone or it could end badly for both us and the Puella Magi."

Homura swallowed hard nodding. "You have my word… I know how to keep a secret…"

Madoka sighed as the information came to her mind.

"The reason the Puella Magi exist… is because of him."

Her eyes went wide. "W-What…!?" Homura squeaked. "H-How…?"

"He's what they call an Incubator. I'm not entirely sure how he does it either but he and his race found a way to turn the souls of living creatures into soul gems allowing them to have powers in exchange for one single wish… and yes, you heard me. Souls into gems."

"B-But why would he want to do that to us…?"

"He and his people have a mission where they're trying to save the universe with a process involving entropy… The process was more terrible when they first started doing it but what's happening now is just as bad… The process… is what is making all the machines sick."

Homura was quiet as she took all this in, before growing angry. "So… The reason we've been suffering… The reason why I keep having to go in and out of the mechanic's shop is all HIM!?"

"And why this war is happening… Homura, the process back in the past originally brought a fate worse than death on the Puella Magi… That fate was changed but the girls who our people are fighting against have been lied to. They've been told that that fate still exists… That they will still become the embodiment of despair and curses… Witches."

"So that's why they're all losing their minds… They think a fate worse than dying will come for them… They think they're doomed…"

"Yes… Kyubey… I don't know why he's doing this… but I have to find a way to stop him…" Madoka placed a hand over the center gem on her tunic. "I have to try and save the machines… and those Puella Magi before they do meet a terrible fate."

"... You're one of them…" Homura said, moving back a little. "You're one of them aren't you?"

Madoka sighed, standing up. "Yes and no… Homura Akemi."

She gulped. "How'd you know my last name…?"

"I'm on the side for setting things right in this world." Madoka said, closing her eyes. "I am Madoka Kaname… The Law of Cycles."

Homura looked at her in amazement. "A goddess… A goddess here…"

Madoka nodded. "I was sent by the other Laws, including Machina, to try and save your race… Your people are dying Homura… and I can't let that happen." Madoka opened her eyes, placing a hand on Homura's side. "Homura… I need help… and… I don't know why, but I feel I can trust you the most out of everyone here with what I know… including the fact of who I am."

"I'll do my best to help… I don't want to lose my own kind… And I feel I can trust you too… Especially with what you are… But even before I knew…" She smiled reassuringly. "Your secret's safe with me Madoka… I promise."

Madoka smiled. "Good… I hope we can be good friends."

"I think this is the start of a good friendship… I'll do whatever I can to help."

Madoka nodded. "Our main objective is to undermine whatever Kyubey's plans are… I know he's killing the machine race on purpose… but I'm not sure why the machines specifically since his process was just fine with the huminids. I can't seem to wrap my mind around it nor is he going to tell me."

"Well we'll find out why one way or another." Homura replied giving a determined look. "No one else is going to die on my watch!"

"Good attitude… Once the raid is over we'll start trying to find out… Right now… I worry for Clara…" Madoka glanced over to her and Ben. "Kyubey tricked her."

Homura gasped a little, looking to the girl and the plane. "She… She made the contract? How did he trick her…?"

"I don't know since I wasn't there when the contract was made… but if anything, the reason she made it was because there was a wish Kyubey could grant that she would trade her soul for."

Homura hummed in thought. "Well... " She frowned. "Her parents died years ago… She was just a little kid when it happened but it was around when the war began… She was nine… Ben worked with her parents and knew her ever since she was a baby so when her parents died… He took her in as his own… If there'd be anything Clara would give up everything for… It'd be for him… She's terrified of being alone…"

"Something must've happened to Ben then…"

"... We heard gunshots earlier… You don't think-"

"It must have… Kyubey can grant any wish… including saving someone from dying."

Homura sighed. "Then it must've been what happened…"

"If you're worrying about her losing it, it can be avoided, it's not something all Puella Magi have built into them." Madoka's eyes narrowed. "However… she needs to be careful with her new powers. From what I've seen, the magic Puella Magi use doesn't mix well with machines… there's just something about it that causes illness to appear in machines, like their bodies can't handle it.."

Homura frowned feeling sympathy for Clara and Ben. "If she knew that… She'd be devastated…"

"Reason we can't tell her… That's the last thing I want her feeling especially as a Puella Magi… Despair is their greatest weakness."

"I'll keep it a secret… I just hope it all works out…"

"You and me both Homura…"

_You and me both… and all the Laws above…_

* * *

><p>Night fell upon Propwash Junction and by then the Puella Magi had left. Planes were coming in battered and bruised… some… worse off. The others didn't want to think about it. Ben was still resting since he was still recovering from the shock of being injured… but Clara was wide awake and had decided to venture outside for a bit to be alone.<p>

She sat in the middle of a field, looking at her soul gem.

"Trying to figure out how it works?"

Clara looked to the side to see Kyubey approaching her.

"Yeah… I'm just trying to figure things out." She sighed, leaning back into the grass. "I mean… I've seen those other Puella Magi… They have different forms… How do I access it?"

Kyubey sat beside her. "Well first, you should know you can turn that gem into a ring so you can carry it easier, as for transforming, hold out your gem and tap into the magic."

Clara nodded holding it out and focusing. She soon felt the magic rushing through her as energy surrounded her, fading into a similar mix of dress with armor like the others had. Her soul gem took the form of a barrette in her hair. She looked down at herself.

"Alright… Got that down… Feels a little weird though…"

"You'll get used to it." Kyubey said, scratching his ear. "Now, you just need to figure out your magic and weapons from here. It'll come naturally."

Clara sighed a little. "Right… I just gotta practice…" _Though…_ She thought back to Brooke and the superhornet. _I don't want to use guns…_ "Are guns the only weapons we can summon… Or are there others…?"

"Every Puella Magi has a weapon special to them from swords to guns to anything."

"Then I'll figure out my own weapon... I'm not going to be like that psycho from the other day."

"As you wish then, just know if they come and you're able to fight, you'd be able to help protect your home."

"Right…" She nodded. "Protect my home… Protect my family…" _I just hope I never have to face them when I still don't know what my weapons will be… _ She sighed looking around. "I wonder…" She hummed in thought before bringing her hands together focusing. Ice started to form in her hands, warping and shifting until it became a faceless figure holding a small spear. She set it on the ground and watched as it began to move, stepping to the side as it tried to slash at her. "Well… That could work…" She grinned before kneeling in the grass creating several more.

Soon she had a small platoon of the ice figures focusing on getting them under control using a tree as a target. It took a few hours before they managed to take it down. "Hm… They can take down a tree… But I'll have to make some tweaks…" _And make a spear for myself… I can't just use these little guys as my only weapon… But…. Throwing one of these at Brooke would be pretty satisfying._

"Ice manipulation… interesting…" Kyubey commented. "I can see a lot of possibilities with it, including being able to take those other Magical Girls down if you master it."

"Then that's what I'll do… I'll master it… I'll become stronger than them… And when they show up here again… they'll pay for what they did."

Kyubey nodded. "Just be sure to go one Wraith hunts too… your soul gem needs to be cleaned so you can still use magic. You acquire things from Wraiths that will allow you to do that."

She nodded. "Duly noted…" She looked back to where the hangar was. "It's still late… Might as well get it over with while no one's awake…"

Kyubey hopped onto her shoulder. "I'll go with you."

Clara smiled giving him a nuzzle. "Thanks Kyubey… You're sweet."

He nuzzled back. "Shall we?"

"Yes… We shall."

She headed off further into the woods, determined. _Tonight… Is the start of something else… I'm not just the shepherd's kid anymore…_

_I'll protect Propwash with every fiber of my being…_

_and defeat those Puella Magi once and for all and put an end to this war._


	6. Enter the Fightning Ring

The next few days were quiet for Propwash Junction strangely enough… but it was unsettling. Everyone was constantly glancing up at the sky, expecting a raid to come in… and yet nothing happened.

Madoka and Homura took advantage of these days by going out into the fields and trying to figure things out and also getting to know each other in the process.

"Madoka?"

Madoka looked over to Homura from where she was lying in the grass, resting.

"Yes?"

"If you're a Law… a goddess… couldn't you just… get rid of Kyubey? You and the other Laws?"

Madoka sighed. "Kyubey isn't of this world… so we can't do anything about him… It hurts us since we generally have control… then again it was because of him I became a goddess."

"Do you mind if I ask how that happened…?"

"Not at all…" Madoka looked to the skies. "I become a Puella Magi when I was still a mortal… It was so stupid… I saw an animal die and asked for it to be brought back to life… not knowing what I was getting myself into… Then… came the day I fell into despair." She closed her eyes. "I prepared for the end… but then… The Law of Rebirth appeared before me… Phantova."

"I've heard of her… She watches out for the souls of children right?"

"Yes… When Kyubey came she was at loss of what to do… Then she and Death came up with a plan to destroy the creation of witches… They created a new Law… by creating a new goddess to stop the fate from happening… and they chose me…"

Homura frowned. "Were you scared...?"

"Terrified… I was all alone… I didn't want to become a witch… then when Phantova came… it all faded away as she took me into her arms… Kyubey tried to stop her but it was too late… and even if we're limited in what we can do to him… he's limited in what he can with us… After all… he can't interfere with those who write the laws of the world."

"True… That was brave though, to become a goddess… You basically saved the world…"

"I didn't want Magical Girls like me to cry anymore… To know that their wishes weren't in vain."

Homura nuzzled her friend gently. "You're a good person Madoka… Never forget that…"

Madoka smiled, nuzzling back. "I'll try… Homura…"

Homura smiled. "Good… I'm glad…"

Madoka giggled. "It's been awhile since I've made friends… it's nice…"

"I don't have many friends so I'm happy I got to make one as nice as you." Homura giggled. "Powerful too."

"Yeah… Homura… if you don't mind me asking… Where's your family?"

Homura frowned. "My father's a soldier… So he's been in the war… I haven't seen him in months… and my mom…" She closed her eyes. "She… She died when I was born… She was sick…"

"Oh Homura…" Madoka whispered, placing a hand on her friend's side.

She sniffled. "I… I just miss them both…"

"I understand the feeling… I haven't seen mine in a long time since I became a goddess… It's never easy."

"It really isn't…"

"But… I'll see them again in time… and so will you…"

Homura nodded nuzzling Madoka. "Yeah… You're right…"

Madoka nuzzled back. "With the Laws in our world… all will be together again even after this life… I gave that hope to Puella Magi… because they are the embodiment of hope, that is their true purpose."

"Carriers of hope… I like that…"

Madoka nodded. "They've just forgotten that…"

Homura looked to the sky. "Then it's our job to help them remember…"

"Right… To bring hope back into this world."

Homura nodded closing her eyes. "Right…" She yawned a little. "Though… for right now a nap sounds like a good mission too…"

Madoka giggled. "Then let's rest…"

With that both girls drifted off.

* * *

><p>"Stay in formation everyone." Jericho ordered as he flew out with his squadron.<p>

He decided now was a good time to do a scout patrol around the borders, seeing if they could find any Puella Magi that were possibly waiting to attack unfortunate passing civilians.

"Goose."

A superhornet flew up beside him. "Yes sir?"

"You and Iceman are in charge of keeping Hiroto safe, he's our rescue helicopter after all."

"Yes sir."

"We'll keep it under control."

"Good."

Jericho lead his patrol on, surveying the areas carefully. Nothing was spotted save carnage from previous battles, but everything was all clear as far as they could tell.

_I don't like this…_

Goose noticed something heading their way. "HEADS UP!"

Jericho looked, immediately taking action. "EVERYONE DIVE DOWN!"

They did so, as an explosive hit the air they previously occupied.

"Aww! I missed!"

_Found one… _Jericho thought, growling as he scanned the area.

On the ground was a young girl, dressed almost like a nurse, holding a set of explosives that looked more like oversized pills. She was taking aim, a smirk on her face. "Oh well… Guess second time's the charm."

"Should we open fire sir?" One of them asked growling at the Puella Magi in question.

Jericho narrowed his eyes. "This one is mine."

Jericho dove down, firing at the girl.

She dodged, throwing one of her explosives. "Fire in the hole!" _Stupid planes… Not worth it wasting your bullets._

Jericho acted quickly, barrel rolling to deflect the bomb right back at her.

She was hit as it went off, throwing her back, her hat went flying, as she laid still… Seemingly taken out.

"You got 'er!" Goose cheered. "Take that!"

"Let's not celebrate early." Jericho warned as he banked around, observing the girl, seeing if she would move.

She didn't move, her face frozen in terror… It appeared she really was dead.

"Hiroto, go in for a closer look."

A deep blue helicopter flew on by, making his way towards the girl. "Yes sir."

He lowered himself down, looking carefully at the fallen Puella Magi. He saw no signs of life on her and it was clear in her eyes she down for the count.

"She's down and out sir."

"Alright, get out of there and let's keep moving."

"Yes sir."

Hiroto flew up joining the others as they flew off.

Awhile later, someone brought the girl's hat over to her laying it beside her. It took a moment before she gasped sitting up, her healing starting up. "That… Was WAY too close!" She looked up a confused look on her face. "Who are you?"

"... Clara… Do yourself a favor… Leave and don't come back… Or I will call them back over."

The girl, Emiko, growled getting up, summoning a large scalpel in her hands. "I'd like to see you try."

Clara's expression was emotionless as she summoned a small army of ice figures pointing to Emiko. "... Sick 'er."

They charged, as Emiko lunged back slashing at them, shattering a few… But the more she shattered, the more appeared. "Ice manipulation eh?"

"And you're taking what's supposed to heal, to kill." Clara shot bac, charging, kicking at her, sending her back. Emiko snarled, lunging at her, managing to slice her in the shoulder.

"You have no idea what I've been through!"

"I could say the same!"

They continued to brawl, using both magic and hand to hand combat. Clara however was losing quickly… She didn't have the experience on her side that Emiko did. She growled trying to send more of her figures after the other girl. "ATTACK!"

Emiko laughed throwing one of her bombs watching as the figures melted from the explosion. "You can't beat me… Retreat now… or better yet… Join our side… You defend the ones who oppressed us initially…"

"This is my home!"

"ENOUGH!"

Both girls looked to the side to see Madoka standing before them with Homura right beside her, a serious expression in her eyes.

"That's quite enough from both of you." Madoka said, growling a little.

Clara and Emiko looked stunned, exchanging a glance with one another.

"Why should I let her go? She attacked Jericho and his squadron!" Clara exclaimed, noting Homura. "Homura? She could've shanked your dad!"

"Hmph! The nerve! You brought my soul gem back and then attacked me!" Emiko shot back.

"STOP IT!" Homura screamed.

Madoka stepped forward between them. "This isn't how it's supposed to be between Magical Girls, you're both supposed to bring hope for huminids and machines. Not this!"

Clara frowned feeling a little shamed. "I…." She looked away going quiet.

Emiko crossed her arms raising an eyebrow. "They shot me…. and not to mention they have control of this place… If I'm going to be a witch someday… Then it's time to ensure they suffer too."

"W-What!? We become WHAT!?"

"SILENCE!" Madoka shouted, a glow coming from her center jewel.

Both Puella Magi fell silent, startled at the outburst.

"Kyubey has lied… You will not become witches. That fate was destroyed when the Law of Cycles was born… There is no such fate waiting for you… All that awaits it the day you are lead away after you've used all your magic."

Emiko's eyes went wide before she looked down. "Oh no…" She murmured, remembering all the fights she had been in… The machines she killed. "What have I done…?"

Clara looked down. _Great… Kyubey is a traitor…_

"There's still time to fix this… Listen to me, this war is going to end badly for both Puella Magi and everyone else if it keeps going. We need to stop the others from continuing in their battle… if we don't… all of them will be taken from this world early… and…" Madoka closed her eyes. "With the amount of magic being used… the machine race will go extinct."

Clara and Emiko's heads snapped up. "NO!" Clara screamed. "That can't happen! Not… Not them… Ben… Homura… Jericho… NO!"

"I… Oh that little rat…" Emiko growled. "I am gonna rip Kyubey limb from limb!"

"That won't do any good… we have to find a way to some how prevent the machines from dying… Their bodies aren't built to handle the magic Puella Magi let off, it's the reason Puella Magi that are machines go down quicker."

Emiko frowned. "So that's why Dawn didn't come back to headquarters… She's dead…"

Clara and Homura frowned. "Was… Was she a superhornet?"

"... I don't think confirming what she was helps the fact that now I could take a guess at her fate."

"Regardless…" Homura sighed. "We need to stop this… Before it's too late for us all…"

Madoka sighed. "I just don't know where to start… The laws Machina wrote for her creations cannot be changed that easily… a new law would have to be born… but doing that takes great measures…"

"I guess one way to start… I could try talking sense into my fellow Puella Magi…" Emiko said though she was unsure. "Though… I can't make any promises that they'll listen to reason… Last time someone tried to switch sides they shot her dead…"

Clara shivered. "Remind me to not get on your bad side."

"Then let me try… It's the reason I'm here." Madoka said, walking over to Emiko. "Take me to where they are and I will try reasoning with them."

Emiko nodded, changing back to her civilian clothing. "Follow me…" She said as she lead the way. _I wouldn't change the fact I made the contract… I'd still rather have my soul in a gem then have my lungs destroying me from the inside out… But I would change what I did with that…_

Madoka kept close to her companions as they were lead to the base. When they got there, they were amazed what the girls had done to make themselves a home. They had taken abandoned hangars and had put them together to form what could describe as a fort.

Emiko smiled as she stepped through. "Home sweet home…"

A few others could be seen looking over a map, planning strategies. There was an area roped off where they could spar and train their abilities.

"It's a little hectic… but it's home…" She said looking around. "HEY! Anyone seen Brooke!?"

"Top floor, she's talking with some of the machine Puella Magi about plans for Propwash." a girl answered, eying the company Emiko had. "Brought home prisoners?"

"No. Friends and allies… I don't do prisoners, Abby." She replied crossing her arms. "I'll go find her… Make sure the others play nice with our guests…. and that doesn't mean playing huminid keep away." She said giving an "I'm watching you." look before heading to the top floor. _I am SO gonna get shot in the knee for this… _

Madoka followed behind her. "Don't worry, I'll protect ya." she whispered as she fell into step with her.

Emiko relaxed as they approached a group of Machine Puella Magi, Brooke was in the center. "There she is…" She whistled. "HEY! Brooke! Need a word with ya!"

Brooke looked up, noting Madoka. "A new ally…" She looked to the machines. "We'll finish this later."

They all gave nods before taking off. "You have my attention."

Madoka stepped forward in front of Emiko. "I've come to speak with you on matters concerning the war, Brooke."

"That so?" She crossed her arms, leaning back against the railing. "Let's hear it… New strategies? … Public execution?"

Emiko shuddered. _I thought the one time we let that crazy come up with something like that said crazy was shot as soon as that left their mouth… Proved that we shouldn't try letting men into this…_

Madoka's eyes narrowed. "We stop this war and focus on what Puella Magi are supposed to do, fight Wraiths and bring hope."

There was silence before Brooke started giggling, before breaking out into full laughter throwing her head back. "Oh Emiko you brought back a funny one! She's kidding right!?"

Emiko gulped shaking her head.

Brooke raised an eyebrow scowling. "Not happening sister."

"Killing huminids and machines won't solve anything that you're trying to reach, you won't ever be satisfied and you'll just fall further into despair."

"... We're already there…" Brooke turned looking over the lower floor. "All of these girls have a story to them… We all have our pasts… Most of us got here because life was just plain awful… Emiko there was dying of a genetic disease… Me… I got hit by some hotshot sportscar who ran instead of trying to help… Why should we give them hope when they've done nothing except to hurt and almost kill us before we got our contracts?" She turned to Madoka, a serious look in her eyes. "I can't stop what I've begun… Too darn bad for you apparently."

Madoka closed her eyes. "There are many awful things in this world… but there are some things worth protecting… regardless. What you're doing… is only going to lead to your end…. and the end of the machine race…" She opened her eyes, a bit of fire in them. "You're committing mass genocide!"

Brooke growled a bit summoning one of her guns aiming at Madoka. "SHUT UP BEFORE I PUT LEAD IN YOUR HEAD!"

Emiko closed her eyes. _You're just proving her point stupid!_

Madoka stood her ground, not moving at all.

"You don't scare me."

Brooke narrowed her eyes and aimed instead for her shoulder pulling the trigger. "You soon will…"

Madoka moved to the side, dodging the bullet, summoning her bow and firing an arrow at her, knocking the gun out of her hands. She readied another arrow in her bow, aiming it at Brooke's soul gem.

"I won't hesitate in stopping you like this." Madoka narrowed her eyes. "You'll still be saved... just your time here will be up… and I can't allow you to take more Puella Magi and machines down with you."

Brooke growled. "It won't stop at me… You think by killing me you'll just waltz in and take control? I have second in commands… Heck even third in commands who agreed to follow orders and give them as well so if I die… They'll keep the order going…"

"She's right…" Emiko whispered. "Brooke's chain of command is a long one…"

Madoka lowered her bow. "So you're really doing all this because of the "fate" you will all face? You're betraying what it means to be a Magical Girl because of it?" She gave a look of disgust. "With all you have done, you're already a witch."

Brooke growled lunging at her. "THAT'S IT! YOU'RE GONNA PAY NOW!"

Emiko quickly got in between them taking the scratch across her face that Brooke was intending to give to Madoka. "STOP!"

She growled grabbing the blond by the throat. "Get out of my way!"

"LEAVE HER ALONE!"

Madoka hit Brooke in the back hard with her bow.

She dropped Emiko in shock whirling around. "What are you gonna do about it?" She challenged in a mocking tone.. "Break my soul gem? Oh whatever will I do… If I'm already a witch… Then what's the point!?"

"There is a point." Madoka shot back. "Kyubey lied to you! That fate was destroyed when the Law of Cycles was born!"

"I don't believe you!" She shot back. "Why the heck should I believe you!?"

Madoka's eyes narrowed, their pink color flashing amber for a moment. "Because… It's the reason I exist… that Magical Girls will never become witches… because I didn't want them to cry anymore."

Brooke fell silent looking at Madoka with disbelief backing up. "No way… No way…"

"Way…" Emiko said getting up. "She's the real deal…"

Madoka stood before Brooke tall and strong. "I… am Madoka Kaname… the one who rewrote the laws so that Kyubey could no longer create witches… The Law of Cycles."

Brooke shrunk back, the confidence she had before fading away as she gulped deciding for once to hold her words in. _I really screwed up now._

Madoka's look softened. "It doesn't have to be like this… this war can still end and we can still save the machines who are dying because of the magic overload… We can find the answers… if you're willing to help…" Madoka offered a hand to her. "Please… you don't have to live life in despair… There's always hope for everyone… even Puella Magi who are the bearers of hope."

Brooke's eyes welled up with tears as she lowered her head. "I'm sorry…. I'm sorry…"

Madoka knelt down in front of her, placing a hand on her shoulder. "It's not too late to change things…"

"I'm afraid it's too late… You've seen what we've done… They hate us… Why would they let us live if we approached them?" She asked recalling the last battle where she encountered Jericho. _Those eyes… Filled with so much hate for us…._ "They might kill us all on sight…"

"Then I can help… I'm friends with them, there can be negotiation… They want this fight to stop…"

She sighed shakily looking up. "I can't do this anymore… I can't… I can't keep doing this… I don't know what's wrong with me… I just… I got so mad… I… I'm sorry…"

Madoka gave a gentle smile. "It's okay now… You were told false truths… Kyubey set this all up… I don't know why… but he's done this for a reason that some how revolves around his plans for "helping" the universe live on… but it's slowly killing the machine race… It won't be long till there's only a handful of them."

"Then I won't let him win… He's the reason some of our girls are dead… He lied to us saying we'd become witches… He said no one would remember us… We'd just be eternal despair…

"That has long ended for Puella Magi… but now he's passed the fate onto the machines… After the last one disappears… They will no longer be remembered-" Madoka gasped as it began to click. "Oh no…"

"What?"

"What's wrong?"

"If the machines are no longer remembered and there are no machines in existence… Machina's law will cease to exist… she will cease to exist because there will be no purpose for her to exist."

Their eyes went wide. "No… No that can't happen!"

Madoka stood up. "It all makes sense now… Kyubey wanted revenge on the Laws because of what they did to his plans… What better way to get back at them then destroying one of them?"

"Of course…" Emiko murmured. "Of course… That's why there was so many newbies…"

Madoka clenched her fists, remembering how Kyubey mocked Machina in not designing them to handle the magic Puella Magi had.

"Machina never expected something like Kyubey to come to this world… Her creations weren't meant to handle this…"

"That explains why it's easier for Jericho's forces to take down the machine Puella Magi… They're literally weaker…"

"Yes… and it's unsure what can be done to change all this… Laws cannot be changed easily… and new ones are hard to create."

"How is a new one created…?"

Madoka sighed. "There has to be circumstances… and there also has to be a mortal willing to give up basically the essence of who they are in order to become a god or goddess... "

Brooke stood up. "Do they count for past sins or whatever?"

"As far as I know… No… And considering one of them is Death himself… I don't think so…"

"Then… One of us will just have to become that law… And if I have to… I'll do it… It's high time we atoned for our sins… Before it's too late for us all."

"You realize what you're saying is giving up your mortal body, and the ability to stay down here permanently…"

"Yes… and I'm willing… I don't see anyone else jumping to volunteer as tribute."

"Then all that's left is the circumstances to allow you to transcend."

Brooke crossed her arms. "Whatever it takes…"

"Then come…" Madoka said as she gave a wave with her hands to follow.

"It's time we corrected things."


	7. The Law of Rememberance

As they started making their way down, there were screams heard.

Madoka and the others quickened their pace, heading down stairs, eyes widening horror at the sight they beheld.

Before them they saw a Wrenches squadron had been brought in, battered and bruised along with a few others from Propwash… including Ben.

Brooke stepped forward, rage in her eyes. "WHAT THE HECK IS GOING ON HERE?! I DIDN'T ORDER AN ATTACK OR ANYTHING LIKE THIS!"

A girl stepped forward with a plane beside her. "We thought it might please you to see Captain Jericho taken down… and have refugees from his base taken prisoner."

"Who in the Laws names told you that?!"

Kyubey stepped forward. "I thought that's all you wanted Brooke… to destroy every last one of them, to make everyone pay for the despair they bring in the world."

Brooke growled, grabbing Kyubey and holding him up by the scruff of his neck. "Listen here you little rotten fleabag, not only do I not want that anymore… You do NOT tell my troops what I want, or give the orders! That wasn't the agreement when you gave me this stupid idea!"

"I just suggested, I never gave orders, so no contract broken, I'm always good about my deals."

She growled before holding him up for all to see. "Then it's time everyone knows how good you are about it… LADIES! LISTEN UP! ALL EYES FORWARD OR SOMEONE'S GETTING SHOT!"

All girls and machines turned their attention to her.

"This…" She shook Kyubey a bit to emphasize what she was going to say. "LIED TO YOU ALL! We're not going to become witches!"

There were gasps heard among them.

"What?

"But… he said…"

"But it's our fate!"

"It was all a lie! A lie so we would kill machines for him!"

The machines of the Puella Magi gasped, all looking in horror.

The girls among them looked at Kyubey rage forming.

"What he wants… Is mass extinction!" She continued, giving Kyubey another shake before throwing him to the ground. "This little monster wants every machine eliminated! Even the ones he contracted ladies!"

The Puella Magis gathered around him, weapons ready.

"Hold it!" Madoka hurried forward. "Killing him won't do any good! He'll just keep replicating! There's another way around this…"

"And what's that?" Abby asked.

"... Creating a new law…. One powerful enough that it negates what Kyubey's done so far."

Kyubey got back up, looking Madoka right in the eye.

"I'm not allowing this to happen again… You Laws ruined my plans… and I won't allow it again… even if it means I try killing two Laws."

He gave a flick of his tail as a Puella Magi came forward, gunning straight at Madoka with a spear.

Brooke dove in front of her.

CRACK!

The spear came in contact with her soul gem as it cracked, shattering. Brooke's armor faded as she fell to the ground all life fading from her eyes.

"BROOKE!" Emiko cried out, kneeling by her side. "No…"

There was no response, she was gone.

"Look what you've done…" Madoka murmured kneeling beside them. "You've… You've truly become evil…"

The Wrenches and machines that had been taken captive looked in horror at the sight.

"This…" Jericho began, swallowing. "This is why we're dying…? Because of something that some creature has done!?"

Ben couldn't take his eyes off Brooke's corpse. "And they're dying too because of him…"

Clara had her head low as she stepped forward. "He's trying to eliminate something bigger than this… So we suffer too…" _I'm sorry you have to see me like this Ben… I didn't want you to find out this way…._

Ben's eyes widened in horror as he looked to Clara. "No…"

Clara looked up. "Ben… I didn't become this to hurt anyone…"

Ben thought back to the incident… remembering some how he healed in an instant. "You did it… to save me…"

She nodded. "Yes… That's what I wanted… To save you… And not let anyone else get hurt either…" She looked towards Brooke and frowned. "But… Looks like that plan failed…" _We're screwed… _

Kyubey made his way over to a group of Puella Magi that were clearly on his side judging by the look in their eyes.

"It's best not to change things on a whim… Madoka Kaname… For it will not always work in your favor."

He gave a flick of his tail and the girls charged at Madoka, taking out anyone who got in their way.

Before they could get to Madoka however… Homura flew in front taking the brunt of the attacks.

Madoka's eyes went wide.

"HOMURA!"

Homura let out a bit of a shriek as the attacks hit her hard, but she held her ground, not letting any of them touch Madoka. Soon as they let up, she knocked them away using her tail and propellers, panting after the deed was done.

The Puella Magi stepped back. There was some things they were willing to do… But seeing the strength Homura possessed made them think twice.

Homura growled at them a little. "Get… away from her…"

Madoka kept her eyes locked on Homura. She was shocked seeing this side of her. "Homura.." she whispered.

Homura looked to her. "I know you're a goddess… and that taking you down wouldn't be easy… but I can't stand to watch them hurt you… I can't stand to watch any of my friends get hurt… I've already seen enough… Ben… Clara… my mother… my father… Brooke… I'm not gonna hesitate anymore." She looked forward, getting in a ready stance. "No more hiding in fear…"

Emiko and Clara joined her side. "Then you're not standing alone."

"Hm… Guess that stupid Incubator will be good for one last use…" Emiko mused.

"He will… actually." Homura said as she made his way towards him.

"Kyubey… you can grant any wish, correct?"

"Yes… I can make the most impossible of miracles happen." He replied, looking up at her.

"If that's true… That you can make anything happen… Then I want to make a contract with you."

Kyubey would have smirked if he could. "Then Homura Akemi… What is the wish that would make your soul gem shine?"

The others looked at Homura in horror.

"Homura, what are you doing?!" Ben asked, giving her a look. "You'll end up dying like the others have!"

"I know…" she answered as she looked to everyone. Her eyes landed on her father.

"Father… I love you so much… but there's something I need to do… so our race doesn't meet a terrible fate."

"Homura… I love you too…" Hiroto's eyes welled up with tears. "I know you'll do great things… Your mother… I wish she could've seen how strong you've become…"

Homrua smiled, tears sliding down her cheeks before turning her attention to Kyubey. She closed her eyes, thinking over what she was about to say. Once she knew, she opened her eyes again, looking into Kyubey's.

_If he can truly make anything happen… Then I'll make him do something that he'll wish he could take back._

"I wish… To be able to change the fate of the machine race… to give them a new a form that will allow them to live on and be able to handle the magic that Puella Magi wield… to prevent them from ever being forgotten!"

An audible gasp could be heard from Kyubey, his eyes trembling at a little as a purple glow started to emanate from Homura. "That.. That wish! It… It defies the laws that Machina set for her creations… Are you… trying to become a goddess?!"

Homura closed her eyes as the glow grew brighter. "Yes… Machina has weeped long enough… She doesn't deserve to suffer anymore… and neither do her creations that she holds dear to her…" She looked to the others in the room who were all wide eyed at the sight. "It's time hope was brought back for them and her… and if it means I have to give up my existence here for that to happen… Then I'll do it… Now…" She looked Kyubey right in the eyes. "GRANT MY WISH!"

Kyubey's ears lifted, causing the glow around Homura to shine brighter consuming the whole room in white light.

Homura closed her eyes as she felt her new power take over.

"_Homura Akemi…"_

_Yes…?_

"_Thank you… you're giving hope to my creations… and to me… I leave their fate… in your hands…"_

Homura smiled.

_Thank you… Machina… I'll do my best... for all of them._

Everyone faded from sight except Madoka. They were no longer in the room where everyone else was. Madoka watched as Homura's form shifted and changed within the glow that was surrounding her. When it was done the glow dissipated and in place of the helicopter… was a young girl with long black hair and purple eyes, dressed in a robe with gear patterns on it and a bow that tied in the back that resembled the blades of a helicopter with the way they stood.

Madoka smiled as she took her true goddess form, her turnic fading into a long flowing white dress and her eyes fading to amber.

"Homura… In this new form your life has become non existent. You are now a Law of this world… I won't say no one will remember you… but it won't be in the same way."

Homura nodded, smiling. "I understand… But… I think there's something I should do for my father… So he won't be alone now that I'm gone…"

Madoka closed her eyes, nodding. "As you rewrite the laws of the machines that Machina created… the other Laws will give you gifts that you may give to others, just like I will."

Other personages appeared around Madoka.

"Just let us know, and we will grant that wish for you as you transcend to our level."

Homura closed her eyes. "I want my mother to brought back to him… So they can be happy together…"

A woman dressed in a blue tunic with long white wings came forward.

"I am Eden, the Law of Life, I shall grant you that wish."

She opened her eyes, smiling, some tears escaping. "Thank you Eden… Now… Comes my job to rewrite the law I made the wish for… To give machines a new life..."

Another woman came forward who had long silver hair and gold eyes. Her garb was simple consisting of a sleeveless shirt and pants that hung around her ankles. She had on bracelets that resembled tires on machines, earrings that were gears, sandals that had hydraulic pipes on them that resembled landing gear on planes, and on the center of her shirt was a pedant that was shaped like a propeller.

"We've met before…" she said, smiling.

Homura smiled back. "Right as I made my wish… Machina."

Machina nodded. "Because of your wish… you are now a part of my law… It is your duty to help preserve the heritage of the machines as they take on their new form so they'll never forget what they once were… You are their protector now… and have the ability to create other protectors so that the magic Kyubey brought to our world will never cause them to fade… Homura Akemi… you are now the Law of Remembrance."

Homura bowed, holding her hands up in offering.

"I accept my duty…"

Machina smiled, having Homura stand tall. "Now… enact your powers… Give them their new life"

Homura nodded, closing her eyes, bringing her hands together as a golden gear appeared with a purple diamond in the center.

"Everyone…" she said.

All around the world… Machines could hear her voice.

Ben, Jericho and the rest of the machines at the base all looked upwards towards her voice. The huminids beside them looked at them, curious to what had caught their attention.

"There's nothing to fear anymore… You will not fade away from this world forgotten and neither will Machina… But you must know that will no longer hold the forms you have now in order for this to happen. You will still have your abilities but you will be a whole new species. This is so you can be protected from the magic that Kyubey has brought to our world. I can change everything if you accept this fate…"

She could hear the thoughts of all the machines from around the world, calling to her.

_Save us…_

_Please… We'll do anything..._

_We don't want to be forgotten…_

Jericho closed his eyes. "I accept…"

Ben closed his eyes as well. "So do I…"

_We all do…_

"Then it is done…"

Golden gears came around the machines, glows enveloping their bodies.

"Take your new forms… as mechanids!"

The girls watched in awe as the machines before them changed before their very eyes. Clara kept her eyes locked on Ben, unsure how to react. She felt a hand on her shoulder.

"Clara." Madoka's voice whispered.

"Yes?" She whispered back, nervous.

"Homura was given one wish by each Law… She asked me to return to you to your normal state and no longer be a Magical Girl so you can live a happy normal life with Benjamin… Is it what you want? I can only do this with your consent."

She nodded quickly. "Yes… I don't want to leave him… and I don't want to be like this anymore… I just want to be me again…"

"Then it is done…"

Madoka appeared before her, taking her soul gem into her hands. Magic came around it, shattering it, the soul within it slipping back into Clara's body.

She let out a gasp as she fell to her knees, her armor fading back to her old work clothes. She looked at herself before up at Madoka happy tears in her eyes. "Thank you…"

Madoka smiled. "Take care…" she said as she faded from view. "And take care of Benjamin…"

Clara turned her attention back to her friend's form. She saw his shape shift, becoming smaller and the plane form fading altogether into a shape of a huminid. When the glow dissipated, in his place was a young man with red hair and tan skin, dressed in a jumpsuit that resembled his paint job. He was on his knees, supporting himself by his hands, panting.

Clara made her way over to him, kneeling in front of him. "Hey… How do you feel?" She asked placing a hand on his shoulder.

He looked up, opening his eyes showing they were still the same blue she remembered.

"Better… than I have in a long time…"

"I'm glad…" She threw her arms around him, crying out a little. "I'm sorry I'm just so relieved you're okay!"

Ben smiled, slowly bringing his arms around her, holding her close.

"It's alright now… Homura… has given us a new chance… It'll take some adjusting… but we'll live with it…"

Ben looked to see the other girls helping the machine now turned mechanids up, helping them with their legs and new limbs. He scanned each one, recognizing them by the uniforms they wore. Emiko was helping Jericho to his feet, giving a reassuring look.

"We'll help all of you." Emiko said. "To make up for what we've done."

Jericho smiled back. "Thank you…"

The last person Ben looked to was Hiroto, who was looking up towards the heavens.

"Homura…" he whispered.

His daughter appeared before him, smiling softly.

"Father…"

She knelt down before him, bringing him into an embrace.

"I'm not gonna be here anymore… and you probably won't remember as the same person as you do now… but you're not gonna be alone… I promise… I had someone brought back for you…"

She looked behind her to see Eden with a young woman beside her.

Hiroto's eyes went wide as he locked eyes with the woman.

"Ayako…?" he whispered.

Ayako smiled, walking over to him.

"Hiroto… I'm here…"

Tears slid down his face as he brought his arms around her.

"Ayako… Oh Machina… You're…"

Ayako hugged him back, stroking his hair. "Shhh…"

Homura stepped back, letting them embrace each other.

"She'll be here for you… to help you with this change…"

They both looked to her smiling.

"We're so proud of you…" Ayako said.

They extended their arms to her. Homura went up to them hugging them both as they hugged her back.

"We'll be together again… till then… live your lives for me… Okay?"

They both nodded. "We will…. We promise…"

"Good…"

Homura pulled away, smiling as she started to fade away.

"I have to go now… I have more rewriting I have to do… and stop this war from existing so that a new future can exist… Take care for yourselves… everyone."

As soon as she was gone… everything faded to white.

_Rewriting what has happened… will cost my existence and all that has happened… but that's okay…_

_If it means that my race can live on and be remembered… and that everyone here can be happy..._

_Then it's all worth it… For them…_

_I'll do it._

_And I'll do all I can to protect them._

_No matter what._


	8. Epilogue

"You… want me to be one of your many protectors?"

Homura nodded as she stood before Brooke in the plains of existence.

"Yes… You were the one who wanted to be able to save the machines to make up for what you did… I want to honor that wish by allowing you to become part of the guardians I have created known as the Remembered, so you can help protect this world and preserve the memories of this time."

Brooke smiled giving a bow. "I accept… With much honor… I will do my hardest to protect this world…"

Homura smiled, presenting a golden gear to her. "This will be your anchor… unlike the other Remembereds I have created, you have a special duty to find mortals who can be allowed the powers to create Remembereds since I won't be able to always to do the deed… I leave this in your hands." Homura chuckled a little. "You can come up with names for them once you've figured out who is suitable to hold the powers."

Brooke took the gear into her hands smiling at the glow it gave off. "I think I already have a name in mind… Though you'll probably laugh…"

"Well nothing to hide, share."

"Those who can charm the secrets out of the dead… Corpse Whisperers…"

Homura smiled. "I think it's fitting… That is your duty now. To find those eligible to become Corpse Whisperers so they may aid the Law of Remembrance."

Brooke bowed. 'As you wish M'lady…"

"Good luck."

Brooke faded from sight. Homura sighed in relief.

"So much work… but worth it."

Madoka appeared beside her. "You've done well… The world has changed for the better because of your wish."

Homura smiled giving a nod. "It truly has… I was surprised with how many wanted to become Remembereds… I didn't think it'd work out this well… You won't believe who my first two were…"

"Try me."

"Clara's mother and father… They wanted to be able to protect her and Ben."

Madoka smiled. "That's so sweet… all together again…"

"Very sweet… They promised to check in on my mother and father too." Homura sighed in relief. "I'm just happy all is well now…"

Madoka nodded, opening windows to the world. Each one showing people they knew back in Propwash Junction.

Jericho was busy training his troops and dealing with the antics Goose and Iceman were causing. Homura's parents were resting together, holding a small child in their arms.

Homura smiled as she looked at each one. The last window she looked at was Ben and Clara playing with each other as they herded sheep.

"Come on Clara! We're almost done!"

"Coming Ben!"

_To think they once had to go through a terrible war… now they don't have to face that anymore… I'm so happy for them all..._

Homura sighed happily. "This is worth it all…"

Madoka squeezed her friend's shoulder. "I'm proud of you, Homura…"

Homura looked to her smiling. "Thank you… Madoka…"

She smiled softly. "You're welcome my friend... "

Homura looked one last time through the windows before closing them.

"We best be going… We got matters to attend to on Earth..." Homura smirked. "Including keeping a certain Incubator in line."

Madoka smiled. "Right… Let's get going… We can't keep them waiting."

Homura nodded. "Then let's go."

The two faded from sight, making their way back to Earth.

_We may have stopped one disaster from happening… but there will always be adversity waiting to strike… and that is why…_

_We will always be there._

_Even if no one knows it. _

**The End**


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